Notes on securities and trust indentures : US Code - Notes

Search Notes on securities and trust indentures : US Code - Notes

SUBCHAPTER I - DOMESTIC SECURITIES
Sec.
77a. Short title.
77b. Definitions; promotion of efficiency, competition, and
capital formation.
(a) Definitions.
(b) Consideration of promotion of efficiency,
competition, and capital formation.
77b-1. Swap agreements.
(a) Non-security-based swap agreements.
(b) Security-based swap agreements.
77c. Classes of securities under this subchapter.
(a) Exempted securities.
(b) Additional exemptions.
(c) Securities issued by small investment company.
77d. Exempted transactions.
77e. Prohibitions relating to interstate commerce and the
mails.
(a) Sale or delivery after sale of unregistered
securities.
(b) Necessity of prospectus meeting requirements of
section 77j of this title.
(c) Necessity of filing registration statement.
77f. Registration of securities.
(a) Method of registration.
(b) Registration fee.
(c) Time registration effective.
(d) Information available to public.
77g. Information required in registration statement.
77h. Taking effect of registration statements and
amendments thereto.
(a) Effective date of registration statement.
(b) Incomplete or inaccurate registration
statement.
(c) Effective date of amendment to registration
statement.
(d) Untrue statements or omissions in registration
statement.
(e) Examination for issuance of stop order.
(f) Notice requirements.
77h-1. Cease-and-desist proceedings.
(a) Authority of Commission.
(b) Hearing.
(c) Temporary order.
(d) Review of temporary orders.
(e) Authority to enter order requiring accounting
and disgorgement.
(f) Authority of the Commission to prohibit persons
from serving as officers or directors.
77i. Court review of orders.
77j. Information required in prospectus.
(a) Information in registration statement;
documents not required.
(b) Summarizations and omissions allowed by rules
and regulations.
(c) Additional information required by rules and
regulations.
(d) Classification of prospectuses.
(e) Information in conspicuous part of prospectus.
(f) Prospectus consisting of radio or television
broadcast.
77k. Civil liabilities on account of false registration
statement.
(a) Persons possessing cause of action; persons
liable.
(b) Persons exempt from liability upon proof of
issues.
(c) Standard of reasonableness.
(d) Effective date of registration statement with
regard to underwriters.
(e) Measure of damages; undertaking for payment of
costs.
(f) Joint and several liability; liability of
outside director.
(g) Offering price to public as maximum amount
recoverable.
77l. Civil liabilities arising in connection with
prospectuses and communications.
(a) In general.
(b) Loss causation.
77m. Limitation of actions.
77n. Contrary stipulations void.
77o. Liability of controlling persons.
77p. Additional remedies; limitation on remedies.
(a) Remedies additional.
(b) Class action limitations.
(c) Removal of covered class actions.
(d) Preservation of certain actions.
(e) Preservation of State jurisdiction.
(f) Definitions.
77q. Fraudulent interstate transactions.
(a) Use of interstate commerce for purpose of fraud
or deceit.
(b) Use of interstate commerce for purpose of
offering for sale.
(c) Exemptions of section 77c not applicable to
this section.
(d) Authority with respect to security-based swap
agreements.
77r. Exemption from State regulation of securities
offerings.
(a) Scope of exemption.
(b) Covered securities.
(c) Preservation of authority.
(d) Definitions.
77r-1. Preemption of State law.
(a) Authority to purchase, hold, and invest in
securities; securities considered as
obligations of United States.
(b) Exception; validity of contracts under prior
law.
(c) Registration and qualification requirements;
exemption; subsequent enactment by State.
(d) Implementation.
77s. Special powers of Commission.
(a) Rules and regulations.
(b) Recognition of accounting standards.
(c) Production of evidence.
(d) Federal and State cooperation.
77t. Injunctions and prosecution of offenses.
(a) Investigation of violations.
(b) Action for injunction or criminal prosecution
in district court.
(c) Writ of mandamus.
(d) Money penalties in civil actions.
(e) Authority of court to prohibit persons from
serving as officers and directors.
(f) Prohibition of attorneys' fees paid from
Commission disgorgement funds.
(g) Authority of a court to prohibit persons from
participating in an offering of penny stock.
77u. Hearings by Commission.
77v. Jurisdiction of offenses and suits.
(a) Federal and State courts; venue; service of
process; review; removal; costs.
(b) Contumacy or refusal to obey subpena; contempt.
77w. Unlawful representations.
77x. Penalties.
77y. Jurisdiction of other Government agencies over
securities.
77z. Separability.
77z-1. Private securities litigation.
(a) Private class actions.
(b) Stay of discovery; preservation of evidence.
(c) Sanctions for abusive litigation.
(d) Defendant's right to written interrogatories.
77z-2. Application of safe harbor for forward-looking
statements.
(a) Applicability.
(b) Exclusions.
(c) Safe harbor.
(d) Duty to update.
(e) Dispositive motion.
(f) Stay pending decision on motion.
(g) Exemption authority.
(h) Effect on other authority of Commission.
(i) Definitions.
77z-3. General exemptive authority.
77aa. Schedule of information required in registration
statement.

SUBCHAPTER II - FOREIGN SECURITIES
77bb. "Corporation of Foreign Security Holders"; creation;
principal office; branch offices.
77cc. Directors of Corporation; appointment, term of office,
and removal.
77dd. Powers and duties of Corporation, generally.
77ee. Directors of Corporation, powers and duties generally.
77ff. Accounts and annual balance sheet of Corporation;
audits.
77gg. Annual report by Corporation; printing and
distribution.
77hh. Assessments by Corporation on holders of foreign
securities.
77ii. Subscriptions accepted by Corporation as loans;
repayment.
77jj. Loans to Corporation from Reconstruction Finance
Corporation authorized.
77kk. Representations by Corporation as acting for
Department of State or United States forbidden;
interference with foreign negotiations forbidden.
77ll. Effective date of subchapter.
77mm. Short title.

SUBCHAPTER III - TRUST INDENTURES
77aaa. Short title.
77bbb. Necessity for regulation.
(a) Practices adversely affecting public.
(b) Declaration of policy.
77ccc. Definitions.
77ddd. Exempted securities and transactions.
(a) Specific securities exempted.
(b) Application of sections 77eee and 77fff.
(c) Securities issued or proposed to be issued
under indenture.
(d) Exemptions in public interest.
(e) Securities issued by small investment company.
77eee. Securities required to be registered under Securities
Act.
(a) Information required.
(b) Refusal of registration statement.
(c) Information required in prospectus.
(d) Applicability of other statutory provisions.
77fff. Securities not registered under Securities Act.
(a) Prohibitions affecting unregistered securities
not issued under indenture.
(b) Prohibitions affecting unregistered securities
issued under indenture.
(c) Necessity of issuance under indenture;
application for qualification.
77ggg. Qualification of indentures covering securities not
required to be registered.
(a) Application; information required; availability
of information to public.
(b) Filing of application.
(c) Applicability of other statutory provisions.
77hhh. Integration of procedure with Securities Act and other
Acts.
(a) Incorporation by reference.
(b) Consolidation of applications, reports, etc.
77iii. Effective time of qualification.
(a) Effective time of registration or application
for qualification of indenture.
(b) Stop orders after effective time of
qualification.
(c) Effect of subsequent rule or regulation on
qualification.
(d) Liability of trustee under qualified indenture.
(e) Power of Commission to conduct investigation.
77jjj. Eligibility and disqualification of trustee.
(a) Persons eligible for appointment as trustee.
(b) Disqualification of trustee.
(c) Applicability of section.
77kkk. Preferential collection of claims against obligor.
(a) Trustee as creditor of obligor.
(b) Exclusion of creditor relationship arising from
specified classes.
(c) Issue or sale of securities by registered
holding company.
77lll. Bondholders' lists.
(a) Periodic filing of information by obligor with
trustee.
(b) Access of information to security holders.
(c) Disclosure of information deemed not violative
of any law.
77mmm. Reports by indenture trustee.
(a) Report to security holders; time; contents.
(b) Additional reports to security holders.
(c) Additional parties to whom reports to be
transmitted.
(d) Filing of report with stock exchanges.
77nnn. Reports by obligor; evidence of compliance with
indenture provisions.
(a) Periodic reports.
(b) Evidence of recording of indenture.
(c) Evidence of compliance with conditions
precedent.
(d) Certificates of fair value.
(e) Recitals as to basis of certificate or opinion.
(f) Parties may provide for additional evidence.
77ooo. Duties and responsibility of the trustee.
(a) Duties prior to default.
(b) Notice of defaults.
(c) Duties of the trustee in case of default.
(d) Responsibility of the trustee.
(e) Undertaking for costs.
77ppp. Directions and waivers by bondholders; prohibition of
impairment of holder's right to payment; record date.
(a) Directions and waivers by bondholders.
(b) Prohibition of impairment of holder's right to
payment.
(c) Record date.
77qqq. Special powers of trustee; duties of paying agents.
77rrr. Effect of prescribed indenture provisions.
(a) Imposed duties to control.
(b) Additional provisions.
(c) Provisions governing qualified indentures.
77sss. Rules, regulations, and orders.
(a) Authority of Commission; subject matter of
rules, etc.
(b) Rules and regulations effective upon
publication.
(c) Exemption from liability for any acts taken in
good faith in conformity with rules, etc.
77ttt. Hearings by Commission.
77uuu. Special powers of the Commission.
(a) Investigatory powers.
(b) Availability of reports from other offices;
restrictions.
(c) Investigation of prospective trustees.
(d) Appointment and compensation of employees;
lease and allocation of real property.
77vvv. Judicial review.
(a) Review of orders.
(b) Jurisdiction of offenses and suits.
77www. Liability for misleading statements.
77xxx. Unlawful representations.
77yyy. Penalties.
77zzz. Effect on existing law.
77aaaa. Contrary stipulations void.
77bbbb. Separability.